investor presentation · 2021. 8. 5. · investor presentation august 5, 2021. safe harbor...
TRANSCRIPT
NASDAQ: OTEX | TSX: OTEX
Investor Presentation
August 5, 2021
Safe Harbor Statement
2OpenText ©2021 All rights reserved
This presentation may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the
Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada.
All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such
as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “would”, “will” and variations of these words or similar
expressions, we do so to identify forward-looking statements. In addition, any statements that refer to expectations, beliefs, plans, projections,
objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in
which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s
perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the
circumstances. These forward-looking statements are based on certain assumptions and involve known and unknown risks as well as
uncertainties, which include actual and potential risks and uncertainties relating to the ultimate spread of COVID-19, the severity of the disease and
the duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19. The actual results that
we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about
future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-
looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional
information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our
actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon
any such forward-looking statements, which speak only as of the date made.
Q4 and Fiscal 2021 Financial Results
3OpenText ©2021 All rights reserved
Q4 and Fiscal 2021 Financial Highlightswith Y/Y comparisons
4OpenText ©2021 All rights reserved
Q4 FY’21
$893.5MTotal Revenues8.1%
4.0% in CC(1)
$694.4M
78%of total revenues
ARR(2) 5.6%
2.2% in CC
$360.2MCloud Revenues8.3%
6.0% in CC
$314.8M
35.2% (margin)A-EBITDA(3) (0.8)%
(3.5)% in CC
$0.80Non-GAAP Earnings
Per Share(3)
0.0%
(2.5)% in CC
$268.8MFree Cash Flows(3) 2.4%
Fiscal 2021
1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.
2. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue.
3. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
$3.39BTotal Revenues8.9%
6.3% in CC
$2.74B
81%of total revenues
ARR(2) 12.7%
10.4% in CC
$1.41BCloud Revenues21.6%
20.0% in CC
$1.32B
38.8% (margin)A-EBITDA(3) 14.5%
11.3% in CC
$3.39Non-GAAP Earnings
Per Share(3)
17.3%
13.5% in CC
$812.4MFree Cash Flows(3)
(Includes IRS settlement
payment of $299.6M)
(7.9)%
FY’21 Organic Growth(1)
5OpenText ©2021 All rights reserved
Cloud Revenue
Organic Growth
3.2%
ARR
Organic Growth
2.7%
Total Revenue
Organic Growth
0.5%
1. Please refer to Appendix A at the end of this presentation for the reconciliation of the FY’21 Organic Growth.
Q4 FY’21 Revenue Breakdown
6OpenText ©2021 All rights reserved
40%
37%
15%
8%
Cloud Services & Subscriptions
Customer Support
License
Professional Service & Other
60%
31%
9%
Americas
EMEA
APJ
22%
15%
15%12%
10%
10%
7%
6%
3%
FinancialConsumer goodsServicesTechnologyPublic SectorHealthcareBasic materials and conglomeratesIndustrial goodsUtilities
Total Revenue Mix Total Revenue by Geography ARR by Industry
FY’21 Revenue Breakdown
7OpenText ©2021 All rights reserved
42%
39%
11%
8%
Cloud Services & Subscriptions
Customer Support
License
Professional Service & Other
61%
31%
8%
Americas
EMEA
APJ
23%
16%
15%11%
10%
9%
7%
6%
3%
FinancialServicesConsumer goodsTechnologyPublic SectorHealthcareBasic materials and conglomeratesIndustrial goodsUtilities
Total Revenue Mix Total Revenue by Geography ARR by Industry
Q4 FY’21 Customer Wins
8OpenText ©2021 All rights reserved
Business
Network
Cyber
Resilience
VMware is a leading cloud computing and virtualization
technology.
Products: OpenText Axcelerate
Business Purpose: To deliver deeper information management
across eDiscovery and legal review processes, minimize risk and
costs associated with the explosion of data volume, heightened
regulatory requirements and cybersecurity breaches.
Content
Services
Digital
Experience
The California Department of State Hospitals manages the
California state hospital system.
Products: OpenText XM Fax in the cloud
Business Purpose: To ensure compliance across all hospital
locations and to enable secure, compliant faxing from desktop
environments during the COVID19 pandemic.
EDF is a leading producer and supplier of electricity in Europe,
and the world's second largest electricity company.
Products: A 10-year contract for OpenText AppWorks, Magellan
and Extended ECM Solutions.
Business Purpose: For EDF Nuclear Production Department to
support a major enterprise program for nuclear power plants.
Revlon is a multinational cosmetics, skin care, fragrance, and
personal care company.
Products: OpenText Vendor Invoice Management for SAP®
Solutions, Intelligent Capture and Archiving / Document Access
for SAP® Solutions, Cloud Edition I
Business Purpose: To streamline their internal processes.
Q1 FY’22 Quarterly Factors
9OpenText ©2021 All rights reserved
Externalities
• COVID-19, vaccines, health & financial crisis
• Industry and supply chain disruption
• Global geopolitical and volatile macro
environment
• Inflation and labor shortages
• US stimulus
Company Specific(1)
• Expect Q1 Revenue y/y:
• Total Revenue up low single-digits
• ARR up low single-digits
• FX tailwind of $15M
• Expect Q1 q/q:
• Adjusted EBITDA margin % up 250-300 bps
Our business is annual, and quarters will vary
1. All comments include FX impact.
New M&A
Cloud
Customer Support
ARR
License
Professional Service
Total Revenues
FY’22 OpenText Total Growth Strategy(1)
10OpenText ©2021 All rights reserved
FY’21 Actual(2)
$1,407.4
$1,334.1
$2,741.5
$384.7
$259.9
$3,386.1
FY’22 Expected % Growth
3%-4%
Constant to slightly up
Low single-digit
Decline mid single-digit
Constant
1%-2%
Additive
1. As of August 5, 2021. FY’22 revenues represent organic growth.
2. All dollars in USD millions.
FY’22 Target Model
11OpenText ©2021 All rights reserved
Fiscal 2021 Actuals Fiscal 2022(3)
Revenue Type:
Cloud Services and Subscriptions 41.6% 41%-43%
Customer Support 39.4% 39%-41%
Annual Recurring Revenue (ARR) 81.0% 81%-83%
License 11.4% 9%-11%
Professional Services and Other 7.7% 7%-9%
Non-GAAP Gross Margin
Cloud Services and Subscriptions 66.0% 65%-67%
Customer Support 90.9% 91%-92%
License 96.4% 96%-98%
Professional Services and Other 25.1% 22%23% - 24%-24%
Non-GAAP Gross Margin(1) 76.1% 75% - 77%
Non-GAAP Operating Expenses:
Research & Development 12.2% 12%-14%
Sales & Marketing 17.8% 18%-20%
General & Admin 7.3% 7%-9%
Depreciation 2.5% 2%-4%
A-EBITDA Margin(1) 38.8% 37% - 38%
Interest and Other Related Expense (USD millions) $151.6 $147-$152
Adjusted Tax Rate(2) 14% 14%
Capital Expenditures (USD millions) $63.7 $80-$90
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company’s adjusted tax rate.
3. This model is not guidance.
Our Financial Aspirations
12OpenText ©2021 All rights reserved
1. Revenue % are year-over-year comparisons.
2. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.
FY’24 Long Term Aspirations
Total Revenue Organic
Growth(1)
2% - 4%
ARR
% of Total Revenue
85%
A-EBITDA Margin(2)
38% - 40%
Free Cash Flows(2)
(FCF)
$1.2B+
M&A will be additive
A-EBITDA margin over 40% to be re-invested in organic growth
New
Target Capital Allocation Strategy: 33% TTM FCF via dividends & buyback(3)
3.7%
2.2% 2.3%
1.9%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
FY'18 FY'19 FY'20 FY'21
Strong Liquidity and Cash Position
13OpenText ©2021 All rights reserved
Current Liquidity (US$)
$2.4BTotal Cash & Committed Liquidity(1)
1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of June 30, 2021.
2. OpenText made payments related to the IRS settlement of $299.6m in FY’21.
3. Undrawn Revolving Credit Facility of $750m matures in October 2024.
Capital Expenditures as % of Total Revenue
(FY’18 to FY’21)
1,453
1,693 1,846
1,501 1,476 1,607
-
500
1,000
1,500
2,000
Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21
Mill
ion
s U
SD
Total Cash & Cash Equivalents(2)
10 10 10
933 850 900 900
0
200
400
600
800
1000
CY'22 CY'23 CY'24 CY'25 CY'26 CY'27 CY'28 CY'29 CY'30
Mill
ion
s U
SD
Term Loan B Senior Notes
Debt Maturity Profile(3)
Strong Cash Flows and Balance Sheet
14OpenText ©2021 All rights reserved
FY’21 (US$M)
$876Operating Cash Flows(2)
$64Less: CapEx
$812Free Cash Flows(2)
$10Less: Principal(3)
$211Less: Dividends
$472Cash Generated for
Corporate Purposes(2),(4)
1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology.
2. Includes IRS settlement payment of $299.6m in FY’21.
3. Excludes $600 million repayment in Q2F21. As of June 30, 2021, we had no outstanding balance under the Revolver.
4. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.
2.28x 2.25x
2.04x
1.82x
1.60x 1.57x1.45x
Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21
Carbonite
Acquisition
Closing
Trended Consolidated Net Leverage Ratio(1)
$119Less: Share Buyback
Strategy
15OpenText ©2021 All rights reserved
16OpenText ©2021 All rights reserved
GROW with OpenText
Information in the right hands knows no
bounds.
Growing ideas further, faster, wider.
OpenText is at the center of that growth,
helping businesses to expand
everywhere and anywhere.
OpenText Snapshot
17OpenText ©2021 All rights reserved
Leader in Large Growing Addressable Market with Marquee Customer Base
$84BTotal Addressable
Market growing 8%
24%FCF(1),(2)
% of Revenue (FY’21)
89of the Top 100
companies
24of the 30 largest
supply chains
Track Record of Growth, Profitability and Capital Efficiency
Target Capital Allocation Strategy(3)
12%Revenue CAGR
(FY’13-FY’21)
81%Annual Recurring
Revenue (FY’21)
75KEnterprise
Customers
470KSMB
Customers
38.8%A-EBITDA(1)
margin % (FY’21)
~67%TTM FCF Available for Corporate
Purposes Including M&A
~33%
Dividend Growth Anti-dilutive Share Buyback
TTM FCF
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on
Forms 10-Q, 10-K and 8-K.
2. Includes IRS settlement payment of $299.6M.
3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.
How We Create Value
18OpenText ©2021 All rights reserved
Value
Revenue Growth
Capital Efficiency
Profitability
12% Total Revenue
CAGR (FY’13 to FY’21)
A-EBITDA aspiration
of 38% to 40%(1)
24% FCF to
Total Revenue(1),(2)
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included
within our current and historical filings on Forms 10-Q, 10-K and 8-K.
2. Includes IRS settlement payment of $299.6M.
Large and Growing Addressable Market
19OpenText ©2021 All rights reserved1.Source: Individual market reports from IDC.
Information Management(1) OpenText ProductIndustry Trends
Master Modern Work
Power Modern Experiences
Digitize Supply Chains
Strengthen Cyber Resilience
+11%
+7%
+7%
+6%
$24B
$21B
$20B
$19B
+8%$84B
Content
Business
Network
Digital
Experience
Security &
Protection
Total
CY21E to CY24E CAGR
20OpenText ©2021 All rights reserved
The Information
Management Journey
Cloud
Editions
The Intelligent, Secure &
Connected Business
Power Modern
Experiences
Be Cyber
Resilient
Digital
Business
NetworkMaster
Modern Work
Power the API
Economy
All Points of
Departure
GROW with OpenText – Our Growth Plan
21OpenText ©2021 All rights reserved
GROW
our Ecosystem
GROW
our Selling Capacity
GROW
our Cloud Editions
GROW
our Strategic Accounts
Market leaders by industry
Top supply chains by industry
Grow long-term customer value and share of wallet
Migrate and upgrade install base to Cloud Editions
New product releases every 90 days
Full coverage of G10K by end of CY’23
Investment in Digital Zone
New route to market via our API cloud services
Strategic partners, Hyperscalers and Global System Integrators
SMB channel at scale – RMMs, MSPs, and other
Marquee Customer Base
22OpenText ©2021 All rights reserved
89 of the top 100 largest companies in the world(1)
10 of top 10
Life
Sciences
8 of top 10
Financial
10 of top 10
Consumer
Goods
10 of top 10
Technology
10 of top 10
Manufacturing
8 of top 10
Telecom
Great foundation for future growth
1.The top 100 is based on the Forbes Global 2000 listing (2019).
23OpenText ©2021 All rights reserved
Enterprise Solutions
2,000+Field Facing
Professionals
Direct Strategic Partners
SMB & Consumer Solutions
16,000+Partners
Channel Partners Online & Retail
7M+Consumers
DIGITAL ZONE
CROSS-SELL AND
UPSELL OPPORTUNITIES
Comprehensive Go-to-Market
OpenText Digital Zone
24OpenText ©2021 All rights reserved
Communities
Developer
New opentext.com Test-Drive
Digital Room
A strategic investment in frictionless customer engagement
Five Clouds on Modern, Scalable Cloud-based Architecture
25OpenText ©2021 All rights reserved
Global
Secure
Always on (99.99% availability)
Modern API services
Compliant (GDPR, data zones, etc.)
Run anywhere: off-cloud, private cloud, public cloud
OpenText Cloud Editions: The Ultimate Cloud™
Content | Business Network | Experience
Security & Protection | Developer
OT2 - Cloud API Services
Accelerate Product Innovation
26OpenText ©2021 All rights reserved
Product Releases Every 90 DaysMulti-Year Upgrade Cycle
Five CloudsMany Products
Present + FuturePast
More efficient R&D spend
Accelerates speed of delivering innovation
Simplifies go-to-market –5 clouds
Solution selling versus point products
Accelerates ability to integrate acquired products
Scales human capital via customer self-service, self-sell
Content
Business Network
Experience
Security & Protection
Developer
Continued Migration to the OpenText Cloud Editions
27OpenText ©2021 All rights reserved
All OpenText software launched as a service with APIs
Investing in Future Organic Growth
28OpenText ©2021 All rights reserved
Sales & Marketing
Enterprise Sales Goal
• Full coverage of G10K by end of CY’23
SMB/C Goal
• Grow SMB/C partners – RMMs, MSPs
Customer Engagement
• Increased investment in Digital Zone
Research & Development($ and in % of Total Revenues)(1),(2)
R&D US$
R&D%
of Total Revenues
12-14%
FY’22
12.2%
$412 M
FY’21
10.5%
$194 M
FY’15
$2.2B+ investment in R&D over the next 5 years
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
2. Refers to non-GAAP R&D expense. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.
Scalable, High-Velocity, Low-Friction Business Model
29OpenText ©2021 All rights reserved
Product
Design
Digital
Zone
Digitization
&
Automation
Product is built for:
• Self-service
• Upsell
• Cross-sell
• Renew
New Customer Engagement Model:
• Pre-sales – demand creation automation
• Self-sell – upsell, cross-sell
• Post-sales – renewal automation
Digitization and Automation:
• Automate DevOps
• Automate routine R&D
Removing friction from
all company processes
Total Growth Strategy
30OpenText ©2021 All rights reserved
• 81% ARR(1)
• 94% Customer support renewals(2)
• 93% Cloud renewals(2)
• Growing sales breadth and depth
• Product innovation
• Drives future organic growth
• Long-term competitive gains
• High cash returns
1. ARR as a percentage of Total Revenues for the fiscal year ended June 30, 2021.
2. For the fiscal year ended June 30, 2021. Excludes Carbonite.
GROW
RETAIN
ACQUIRE
Information
Management
Sustainable Growth Through Retention and Upgrades
31OpenText ©2021 All rights reserved
Annual Recurring Revenue(ARR) (US$M)
$1,337
$2,742
FY'15 FY'21
105%
Customer Support
94%
Cloud
93%
1. For the fiscal year ended June 30, 2021. Excludes Carbonite.
Customer satisfaction is a foundation for future growth
Renewal Rate(1)
Strategic M&A: Foundation for Our Business
2014 2016 2017 2019
Various
HP Assets
OpenText Cloud Editions
32OpenText ©2021 All rights reserved
Acquisition Philosophy: Carbonite Case Study
33OpenText ©2021 All rights reserved
We are:
• Patient and disciplined
• Growth & returns-based metrics
Target characteristics:
• IM market leadership
• Significant ARR
• Channel at scale
• Cross-sell/upsell opportunities
M&A Framework:
• In-house expertise in diligence &
integration
• Driver of future organic growth
Carbonite Case Study
Acquired • 12/24/19 for 2.8x revenue(1)
Strategic
Rationale
• Critical mass in Security & Protection
• Scaled SMB channel
Revenue
Synergies
• Strong growth prospects
• Cross-sell opportunities
• Increased corporate ARR
Expense
Synergies
• Increased cloud margins
• On target model in <12 months
Improved cash conversion cycle
1. Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a
significant acquisition which closed in March 2019.
Proven Track Record of Growth
34OpenText ©2021 All rights reserved1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.
Total Revenue Growth in CC (US$M)(1)
7 Consecutive Years
of Y/Y Growth in CC(1)
$1,936 $1,904
$2,318
$2,743$2,922
$3,147$3,305
FY'15 FY'16 FY '17 FY'18 FY'19 FY'20 FY'21
2.8% 27.0% 19.7% 3.8% 9.7% 6.3%19.2%
Proven Durable Business Model
35OpenText ©2021 All rights reserved
29.1%
38.8%
54.4%
81.0%
24.3%11.4%
FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21
Growing ARR and Upper Quartile Margin(1),(2)
ARR % of Total
Revenues
A-EBITDA(1)
Margin
License % of Total
Revenues
FY’22 Model:
81%-83%
FY’22 Model:
37%-38%
FY’22 Model:
9%-11%
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.
38.8%
Strong Track Record of Financial Performance
36OpenText ©2021 All rights reserved
$1,337
$2,742
FY'15 FY'21
105%
$1,852
$3,386
FY'15 FY'21
83%
$445
$812
FY'15 FY'21
82%
$605
$1,407
FY'15 FY'21
133%
$624
$1,315
FY'15 FY'21
111%
Total Revenues
(US$M)
Annual Recurring
Revenue
(US$M)
Cloud Revenue
(US$M)
A-EBITDA(1)
(US$M)
Free Cash Flows(1)
(US$M)
Upper quartile A-EBITDA margin
1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current
and historical filings on Forms 10-Q, 10-K and 8-K.
33%
67%
Strong Track Record of Shareholder Returns
$17.7
$74.7 $87.6 $99.3$120.6
$145.6$168.9
$188.7$210.7
$65.5
$119.1
FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21
Shares Repurchased
Dividends
Dividends Paid and Shares Repurchased (US$M)
Approx. $1.3 billion returned to shareholders since FY’13
Target Capital Allocation Strategy(1)
TTM
Free Cash
Flows
~
~
Dividends and
anti-dilutive
share buyback
Available for
corporate purposes
New!
Dividends Paid (7-year CAGR): 16%
1. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 37OpenText ©2021 All rights reserved
Corporate Citizenship Reflects our Culture
38OpenText ©2021 All rights reserved
Progress We’ve Made:
• Adopted GRI sustainability reporting
standards
• New ED&I department, mandate and
initiatives
• Enhanced Human Rights Statement
• Expanded Supplier Code of Conduct
• Updated priority topics to guide our
ESG strategy
Where We’re Going:
• Continue to implement reporting best
practices
• Invest in initiatives to increase
disclosures
• Establish additional goals and targets
2nd Corporate Citizenship Report published
OpenText Global Gender Profile
Women make up:
29%
25%
33%
of OpenText’s global workforce
of OpenText’s management roles
of OpenText’s board members
$1 MILLION
DONATION
65 FOOD
BANKS
4 MILLION
MEALS
21
COUNTRIES
We Strive To Do The Right Thing
39OpenText ©2021 All rights reserved
Our Customers Our Communities
OpenText Donates US
$1M to Global Food
Banks
Dec 11, 2020
OpenText Provides 4
Million Meals for 58
Communities in 21
Countries Worldwide
Dec 11, 2020
Improving
Accessibility for
Individuals with
Visual
Impairments
Nov 18, 2020
OpenText CEO
Issues Call for
Corporate Social
Responsibility
Jul 15, 2019
Rapid Radiology and OpenText Accelerate Diagnostic
Results to Help Improve Patient Care
Jun 25, 2020
OpenText Enters Agreement to Serve as the Platform
of Choice for EIM for the U.S. NIH
Aug 6, 2020
Southern Alberta
Internet Child
Exploitation Unit
Customer Reference
Our Beliefs Our Employees
OpenText rolls out Covid-19 vaccination drive
for 3,000 employees and their dependents in
India
June 19, 2021
OpenText Products Enhance Global Sustainability
40OpenText ©2021 All rights reserved
Digitizes 26 billion
transactions per year
Paper reduction saves 5.1
million trees
Paper reduction saves GHG
emissions of 725,000 tonnes of CO2e
Paperless
Workflows
Ethical Supply
Chain
Data Privacy and
Protection
Executive Leadership Team (ELT)
41OpenText ©2021 All rights reserved
Mark J.
Barrenechea
CEO and CTO
Madhu
Ranganathan
EVP,
CFO
Muhi
Majzoub
EVP,
Chief Product Officer
Gordon
Davies
EVP,
CLO & Corporate
Development
Ted
Harrison
EVP,
Enterprise Sales
James
McGourlay
EVP,
International Sales
Prentiss
Donohue
EVP,
SMB & Consumer
Sales
Kristina
Lengyel
EVP,
Customer Solutions
Paul
Duggan
EVP,
Worldwide Renewals
Brian
Sweeney
EVP,
CHRO
Doug
Parker
SVP,
Corporate
Development
Renee
McKenzie
SVP,
CIO
Lou
Blatt
SVP,
CMO
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Appendix
43OpenText ©2021 All rights reserved
Appendix AUse of Non-GAAP Financial Measures
44OpenText ©2021 All rights reserved
In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP).These Non-GAAP financial measures have certain limitations
in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be
more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation
of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results.
The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial
measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly
encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the
U.S. GAAP measures with certain Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income or earnings per share, attributable to OpenText, on a diluted basis, excluding the effects of the
amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in
the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based
gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of
acquired intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText, excluding interest income (expense), provision for income taxes,
depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of
total revenue.
The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain
non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based
upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax
effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating
results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to the COVID-19 pandemic, that
have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special Charges (recoveries)” caption on the Consolidated Statements of
Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring
plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the
Company's operating results and underlying operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that
management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not
necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from
the presentation of its financial results.
See historical filings, including the Company’s Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial
measures to Non-GAAP-based financial measures for the following periods presented.
Organic Growth
45OpenText ©2021 All rights reserved
Fiscal 2021
In US$ billions (unless indicated otherwise) ReportedFX Headwind /
(Tailwind)CC(1)
Total Revenues $3.39 ($0.08) $3.30
Less: Revenues from acquisitions(2) $0.26 $0.26
Organic revenues $3.13 $3.05
Growth (decline) in organic revenues over prior year(3) 0.5% (2.1)%
Annual Recurring Revenues $2.74 ($0.05) $2.69
Less: Revenues from acquisitions(2) $0.24 $0.24
Organic revenues $2.50 $2.45
Growth (decline) in organic revenues over prior year(3) 2.7% 0.5%
Cloud Revenues $1.41 ($0.02) $1.39
Less: Revenues from acquisitions(2) $0.21 $0.21
Organic revenues $1.20 $1.18
Growth (decline) in organic revenues over prior year(3) 3.2% 1.8%
Customer Support Revenues $1.33 ($0.04) $1.30
Less: Revenues from acquisitions(2) $0.03 $0.03
Organic revenues $1.30 $1.27
Growth (decline) in organic revenues over prior year(3) 2.3% (0.6)%
1. Constant currency is defined as the current period reported revenues represented at the prior comparative period’s foreign exchange rate.
2. Revenues from acquisitions refers to those revenues recognized during Fiscal 2021 from acquired businesses within one year of acquisition date.
3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition.
Summary of Quarterly Results with Constant Currency
(In millions, except per share data) Q4 FY'21 Q4 FY'20 $ Change % Change
Q4 FY'21 in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions $360.2 $332.6 $27.5 8.3 % $352.7 6.0 %
Customer support 334.3 324.9 9.3 2.9 % 319.1 (1.8) %
Total annual recurring revenues** $694.4 $657.5 $36.9 5.6 % $671.8 2.2 %
License 132.5 105.8 26.7 25.3 % 124.6 17.8 %
Professional service and other 66.6 63.3 3.3 5.2 % 63.0 (0.4) %
Total revenues $893.5 $826.6 $66.9 8.1 % $859.4 4.0 %
GAAP-based operating income $171.7 $91.2 $80.5 88.2 % N/A N/A
Non-GAAP-based operating income (1)$293.9 $293.8 $0.1 — % $285.7 (2.7) %
GAAP-based net income, attributable to OpenText $181.3 $26.4 $154.9 586.9 % N/A N/A
GAAP-based EPS, diluted $0.66 $0.10 $0.56 560.0 % N/A N/A
Non-GAAP-based EPS, diluted (1)(2)$0.80 $0.80 $— — % $0.78 (2.5) %
Adjusted EBITDA (1)$314.8 $317.4 ($2.6) (0.8) % $306.3 (3.5) %
Operating cash flows $296.2 $280.3 $15.9 5.7 % N/A N/A
Free cash flows (1)$268.8 $262.5 $6.2 2.4 % N/A N/A
(1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation.(2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to
the current period based on the forecasted utilization period.
Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements.
*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.
** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.
46OpenText ©2021 All rights reserved
Summary of Annual Results with Constant Currency(In millions, except per share data) FY'21 FY'20 $ Change % Change FY'21 in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions $1,407.4 $1,157.7 $249.8 21.6 % $1,389.7 20.0 %
Customer support 1,334.1 1,275.6 58.5 4.6 % 1,297.0 1.7 %
Total annual recurring revenues** $2,741.5 $2,433.3 $308.2 12.7 % $2,686.6 10.4 %
License 384.7 402.9 (18.1) (4.5) % 368.1 (8.6) %
Professional service and other 259.9 273.6 ($13.7) (5.0) % 250.0 (8.6) %
Total revenues $3,386.1 $3,109.7 $276.4 8.9 % $3,304.8 6.3 %
GAAP-based operating income $740.9 $503.5 $237.4 47.1 % N/A N/A
Non-GAAP-based operating income (1)$1,230.0 $1,058.8 $171.2 16.2 % $1,193.9 12.8 %
GAAP-based net income, attributable to OpenText $310.7 $234.2 $76.4 32.6 % N/A N/A
GAAP-based EPS, diluted $1.14 $0.86 $0.28 32.6 % N/A N/A
Non-GAAP-based EPS, diluted (1)(2)$3.39 $2.89 $0.50 17.3 % $3.28 13.5 %
Adjusted EBITDA (1)$1,315.0 $1,148.1 $167.0 14.5 % $1,278.2 11.3 %
Operating cash flows $876.1 $954.5 ($78.4) (8.2) % N/A N/A
Free cash flows (1)$812.4 $881.8 ($69.4) (7.9) % N/A N/A
(1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation.(2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to
the current period based on the forecasted utilization period.
Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements.
*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.
** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.
47OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | Q4 FY'21
(In ‘000's USD, except per share data)
Three Months Ended June 30, 2021
GAAPGAAP % of
Total RevenueAdjustments FN Non-GAAP
Non-GAAP % of Total Revenue
COST OF REVENUES
Cloud services and subscriptions $ 127,583 $ (935) (1) $ 126,648
Customer support 32,938 (505) (1) 32,433
Professional service and other 53,662 (698) (1) 52,964
Amortization of acquired technology-based intangible assets 53,215 (53,215) (2) —
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)
621,814 69.6% 55,353 (3) 677,167 75.8%
Operating expenses
Research and development 117,235 (2,664) (1) 114,571
Sales and marketing 183,237 (4,718) (1) 178,519
General and administrative 73,019 (3,830) (1) 69,189
Amortization of acquired customer-based intangible assets 52,469 (52,469) (2) —
Special charges (recoveries) 3,152 (3,152) (4) —
GAAP-based income from operations / Non-GAAP-based income from operations
171,681 122,186 (5) 293,867
Other income (expense), net 45,017 (45,017) (6) —
Provision for (recovery of) income taxes (2,215) 38,099 (7) 35,884
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
181,283 39,070 (8) 220,353
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
$ 0.66 $ 0.14 (8) $ 0.80
48OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | Q4 FY'21FOOTNOTES
1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.
5 GAAP-based and Non-GAAP-based income from operations stated in dollars.
6
Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
7
Adjustment relates to differences between the GAAP-based tax recovery rate of approximately 1% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended June 30, 2021
Per share diluted
GAAP-based net income, attributable to OpenText $ 181,283 $ 0.66
Add:
Amortization 105,684 0.39
Share-based compensation 13,350 0.05
Special charges (recoveries) 3,152 0.01
Other (income) expense, net (45,017) (0.16)
GAAP-based provision for (recovery of) income taxes (2,215) (0.02)
Non-GAAP-based provision for income taxes (35,884) (0.13)
Non-GAAP-based net income, attributable to OpenText $ 220,353 $ 0.80
49OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | FY'21
(In ‘000's USD, except per share data)
Year Ended June 30, 2021
GAAPGAAP % of
Total RevenueAdjustments FN Non-GAAP
Non-GAAP % of Total Revenue
COST OF REVENUES
Cloud services and subscriptions $ 481,818 $ (3,419) (1) $ 478,399
Customer support 122,753 (1,910) (1) 120,843
Professional service and other 197,183 (2,565) (1) 194,618
Amortization of acquired technology-based intangible assets 218,796 (218,796) (2) —
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)
2,351,649 69.4% 226,690 (3) 2,578,339 76.1%
Operating expenses
Research and development 421,447 (9,859) (1) 411,588
Sales and marketing 622,221 (18,312) (1) 603,909
General and administrative 263,521 (15,904) (1) 247,617
Amortization of acquired customer-based intangible assets 216,544 (216,544) (2) —
Special charges (recoveries) 1,748 (1,748) (4) —
GAAP-based income from operations / Non-GAAP-based income from operations
740,903 489,057 (5) 1,229,960
Other income (expense), net 61,434 (61,434) (6) —
Provision for (recovery of) income taxes 339,906 (188,931) (7) 150,975
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
310,672 616,554 (8) 927,226
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
$ 1.14 $ 2.25 (8) $ 3.39
50OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | FY'21FOOTNOTES
1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.
5 GAAP-based and Non-GAAP-based income from operations stated in dollars.
6
Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
7
Adjustment relates to differences between the GAAP-based tax provision rate of approximately 52% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. The GAAP-based tax provision rate for the year ended June 30, 2021 includes the income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was recognized during the second quarter of Fiscal 2021.
8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Year Ended June 30, 2021
Per share diluted
GAAP-based net income, attributable to OpenText $ 310,672 $ 1.14
Add:
Amortization 435,340 1.59
Share-based compensation 51,969 0.19
Special charges (recoveries) 1,748 0.01
Other (income) expense, net (61,434) (0.22)
GAAP-based provision for (recovery of) income taxes 339,906 1.23
Non-GAAP-based provision for income taxes (150,975) (0.55)
Non-GAAP-based net income, attributable to OpenText $ 927,226 $ 3.39
51OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | Q4 FY'20
(In ‘000's USD, except per share data)
Three Months Ended June 30, 2020
GAAPGAAP % of
Total RevenueAdjustments FN Non-GAAP
Non-GAAP % of Total Revenue
COST OF REVENUES
Cloud services and subscriptions $ 116,569 $ (490) (1) $ 116,079
Customer support 32,568 (310) (1) 32,258
Professional service and other 48,435 (377) (1) 48,058
Amortization of acquired technology-based intangible assets 59,719 (59,719) (2) —
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)
565,917 68.5% 60,896 (3) 626,813 75.8%
Operating expenses
Research and development 100,766 (1,590) (1) 99,176
Sales and marketing 152,882 (2,575) (1) 150,307
General and administrative 62,574 (2,660) (1) 59,914
Amortization of acquired customer-based intangible assets 58,998 (58,998) (2) —
Special charges (recoveries) 75,849 (75,849) (4) —
GAAP-based income from operations / Non-GAAP-based income from operations
91,199 202,568 (5) 293,767
Other income (expense), net 7,790 (7,790) (6) —
Provision for (recovery of) income taxes 32,037 3,416 (7) 35,453
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
26,392 191,362 (8) 217,754
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
$ 0.10 $ 0.70 (8) $ 0.80
52OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | Q4 FY'20FOOTNOTES
1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.
5 GAAP-based and Non-GAAP-based income from operations stated in dollars.
6
Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
7
Adjustment relates to differences between the GAAP-based tax provision rate of approximately 55% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended June 30, 2020
Per share diluted
GAAP-based net income, attributable to OpenText $ 26,392 $ 0.10
Add:
Amortization 118,717 0.44
Share-based compensation 8,002 0.03
Special charges (recoveries) 75,849 0.28
Other (income) expense, net (7,790) (0.03)
GAAP-based provision for (recovery of) income taxes 32,037 0.12
Non-GAAP-based provision for income taxes (35,453) (0.14)
Non-GAAP-based net income, attributable to OpenText
$ 217,754 $ 0.80
53OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | FY'20
(In ‘000's USD, except per share data)
Year Ended June 30, 2020
GAAPGAAP % of
Total RevenueAdjustments FN Non-GAAP
Non-GAAP % of Total Revenue
COST OF REVENUES
Cloud services and subscriptions $ 449,940 $ (1,642) (1) $ 448,298
Customer support 123,894 (1,207) (1) 122,687
Professional service and other 212,903 (1,294) (1) 211,609
Amortization of acquired technology-based intangible assets 205,717 (205,717) (2) —
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)
2,105,961 67.7% 209,860 (3) 2,315,821 74.5%
Operating expenses
Research and development 370,411 (5,309) (1) 365,102
Sales and marketing 585,044 (9,335) (1) 575,709
General and administrative 237,532 (10,745) (1) 226,787
Amortization of acquired customer-based intangible assets 219,559 (219,559) (2) —
Special charges (recoveries) 100,428 (100,428) (4) —
GAAP-based income from operations / Non-GAAP-based income from operations
503,529 555,236 (5) 1,058,765
Other income (expense), net (11,946) 11,946 (6) —
Provision for (recovery of) income taxes 110,837 16,897 (7) 127,734
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
234,225 550,285 (8) 784,510
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
$ 0.86 $ 2.03 (8) $ 2.89
54OpenText ©2021 All rights reserved
Reconciliation of Selected Non-GAAP Measures | FY'20FOOTNOTES
1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.
5 GAAP-based and Non-GAAP-based income from operations stated in dollars.
6
Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
7
Adjustment relates to differences between the GAAP-based tax provision rate of approximately 32% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Year Ended June 30, 2020
Per share diluted
GAAP-based net income, attributable to OpenText $ 234,225 $ 0.86
Add:
Amortization 425,276 1.56
Share-based compensation 29,532 0.11
Special charges (recoveries) 100,428 0.37
Other (income) expense, net 11,946 0.04
GAAP-based provision for (recovery of) income taxes 110,837 0.41
Non-GAAP-based provision for income taxes (127,734) (0.46)
Non-GAAP-based net income, attributable to OpenText
$ 784,510 $ 2.89
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Reconciliation of Adjusted EBITDA and Free Cash Flows(In '000's USD) FY'21 Q4 FY'21 FY'20 Q4 FY'20
GAAP-based net income, attributable to OpenText $ 310,672 $ 181,283 $ 234,225 $ 26,392
Add:
Provision for (recovery of) income taxes 339,906 (2,215) 110,837 32,037
Interest and other related expense, net 151,567 37,550 146,378 40,529
Amortization of acquired technology-based intangible assets 218,796 53,215 205,717 59,719
Amortization of acquired customer-based intangible assets 216,544 52,469 219,559 58,998
Depreciation 85,265 21,021 89,458 23,649
Share-based compensation 51,969 13,350 29,532 8,002
Special charges (recoveries) 1,748 3,152 100,428 75,849
Other (income) expense, net (61,434) (45,017) 11,946 (7,790)
Adjusted EBITDA $ 1,315,033 $ 314,808 $ 1,148,080 $ 317,385
Total revenue $ 3,386,115 $ 893,527 $ 3,109,736 $ 826,612
GAAP-based net income margin 9.2 % 20.3 % 7.5 % 3.2 %
Adjusted EBITDA margin (% of total revenue) 38.8 % 35.2 % 36.9 % 38.4 %
(In '000's USD) FY'21 Q4 FY'21 FY'20 Q4 FY'20
GAAP-based cash flows provided by operating activities $ 876,120 $ 296,189 $ 954,536 $ 280,250
Add:
Capital expenditures (1) (63,675) (27,408) (72,709) (17,704)
Free cash flows $ 812,445 $ 268,781 $ 881,827 $ 262,546
(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.
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Reconciliation of Adjusted EBITDA and Free Cash Flows
FY'11-FY'20(In '000's USD) FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20
Adjusted EBITDA
GAAP-based net income, attributable to OpenText $ 123,203 $ 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 $ 242,224 $ 285,501 $ 234,225
Add:
Provision for (recovery of) income taxes 12,931 12,171 29,690 58,461 31,638 6,282 (776,364) 143,826 154,937 110,837
Interest and other related expense, net 8,452 15,564 16,982 27,934 54,620 76,363 120,892 138,540 136,592 146,378
Amortization of acquired technology-based intangible assets 68,048 84,572 93,610 69,917 81,002 74,238 130,556 185,868 183,385 205,717
Amortization of acquired customer-based intangible assets 38,966 53,326 68,745 81,023 108,239 113,201 150,842 184,118 189,827 219,559
Depreciation 22,116 21,587 24,496 35,237 50,906 54,929 64,318 86,943 97,716 89,458
Share-based compensation 11,308 18,097 15,575 19,906 22,047 25,978 30,507 27,594 26,770 29,532
Special charges (recoveries) 15,576 24,523 24,034 31,314 12,823 34,846 63,618 29,211 35,719 100,428
Other (income) expense, net 6,019 (3,549) 2,473 (3,941) 28,047 1,423 (15,743) (17,973) (10,156) 11,946
Adjusted EBITDA $ 306,619 $ 351,465 $ 424,125 $ 537,976 $ 623,649 $ 671,737 $ 794,285 $ 1,020,351 $ 1,100,291 $ 1,148,080
Total revenue $ 1,033,303 $ 1,207,473 $ 1,363,336 $ 1,624,699 $ 1,851,917 $ 1,824,228 $ 2,291,057 $ 2,815,241 $ 2,868,755 $ 3,109,736
GAAP-based net income margin 11.9 % 10.4 % 10.9 % 13.4 % 12.7 % 15.6 % 44.8 % 8.6 % 10.0 % 7.5 %
Adjusted EBITDA margin (% of total revenue) 29.7 % 29.1 % 31.1 % 33.1 % 33.7 % 36.8 % 34.7 % 36.2 % 38.4 % 36.9 %
Free Cash Flows
GAAP-based cash flows provided by operating activities (1) $ 223,221 $ 266,490 $ 318,502 $ 417,096 $ 522,055 $ 523,663 $ 440,353 $ 708,081 $ 876,278 $ 954,536
Add:
Capital expenditures (2) (36,662) (25,828) (23,107) (42,268) (77,046) (70,009) (79,592) (105,318) (63,837) (72,709)
Free cash flows $ 186,559 $ 240,662 $ 295,395 $ 374,828 $ 445,009 $ 453,654 $ 360,761 $ 602,763 $ 812,441 $ 881,827
(1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. As a result, certain prior period comparative figures above have been adjusted to conform to current period presentation. Fiscal years 2014-2020 have been adjusted retrospectively per ASU 2016-18 while fiscal years 2011-2013 are presented prior to adoption of ASU 2016-18.(2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows
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